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(b) Upon receipt of the information described above. Williams sha : submit to Customer the price .1l1d completed Order Form for the desired System or \claintenance. (c) Within thirty (30) days ofCustomcr's reccipt of the Order For.:1. Customer shall notity WilliJ.ms that Customer accepts Williams' offer to scll Customcr the applicable System or 'vlaintenance b;. sign:~,g the attachment and retuming. It to \\'illiams If not signed and rcturned within thirty (0) days of its receipt by Customer. \Villiams' ofY;:r automatically c\.pires. (d) If. for reasons of convcnience. Custom.::r uses its own purchase order or similar document ,,) place an Order under this Agreement. Williams may. at its option. acccpt thc l1rder on the nonconf.,rming fi.lrm. IT IS EXPRESSLY AGREED. HOWEVER. THAT A"Y TERMS A~D CONDITIONS 0\1 SlTH A FORM WHICH ARE CONTRA.RY TO THE TER'.IS OF THIS AGREEMENT. ()R WHICH ADD TERMS OR CO~DITIO:\S BEYOND THOSE CONTEMPLATED IN THIS AGREE\IENT OR ITS A TT AClIMEI\TS. WILL BE \lULL. VOID. AND OF NO EFFECT. THE RIGHTS AND OBLIGATIONS OF THE P.-\RTIES .-\S SET FORTH HEREI\I MAY O~L Y BE ALTERED BY WRITTEN AMENDMENT OR MODIFICATION EXECUTED BY BOTH PARTIES. 5) CHA:'oiGES. Any addition or deletion to thc Systcm shall be made by means of Williams' Job Change Ordcr ("JCO") before Cutovcr Date. Customcr Sef\ ice Order (--CSO"') aftcr CUlOV cr Date. The tcrms or this Agreement. including the Iimitcd warranty. will apply to a JCO or CSO and equipment or software purchased thereunder. Such vva;Tanty will terminate not later than the Warranty Period set forth in this Agreement for the original System or the currcnt term for !\laintC71ance of that System. A JCO ,)r CSO must bc signed by an authorized representative of each party bcfore Williams will schedule any adc!tional work or order additional equipment or software. A restocking fec may be charged for any returned component that has been delivered to the Premises: such fee will bc invoiced as an additional charge. The Cash Price of the Systcm (including milestonc date progress payments). Delivery Datc and Cutover Date shall be subject to adjustment in the event of any mutually agreeable addition or deletion. 6) Lll\lITA TfO:'oi OF LIABILITY. f\J NO EVENT SHALL WILLIAMS AND ITS SUPPLIERS OR Sl'BC01\TRACTORS. BE LIABLE FOR (i) A\lY SPECIAL, INCIDENT.-\L. EXPv!PLARY, OR CO:'\SEQUENTIAL DAMAGES, Iii I COM~!ERCIAL LOSS OF ANY KI'\D (INCLUDING LOSS OF BUSINESS OR PROFITS). OR (iii) A'<Y DAMAGES OF ANY KIND RESl'L TING FRO'.! UNAUTHORIZED USE OF THE SYSTEM. INCLUor:\G TOLL FRAUD. THIS PROVISION APPLIES TO ALL CL.-\I\1S WHETHER BASED UPO'-l BREACH OF WARRANTY. BREACH OF CONTRA.CT. \lEGLlGENCE. STRICT LIABILITY IN TORT OR A~Y OTHER LEGAL THEORY. A:'\D WHETHER WILLIAMS OR ITS SUPPLIERS OR ITS SUBCONTR/\CTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. 7) SOFTWARE LICENSE. Certain manufacturers require the attachment of their own software license. which shall be attached to the applicablc Order Form and incorporatcd therein. Ifno such liccnse is attached. then Williams grants Customer a non-exclusive license for the usefullifc of the System to use the software (including related documentation) solely to maintain and operatc the System. provided Customcr: (i) does not allow any aspect of the software to be disclosed to a third party without Williams' written conscnt and makes reasonable efforts to ensure that its employees are aware of this obligation: (ii) uses the System solely for Customer's internal business purposes: (iii) does not copy any part of the software without Williams' consent and does not auempt to develop any source code from the softwarc: and (iv) retums to Williams or erases or destroys any software on any media bcing recycled or discarded and so certifies to Williams. Customer may on transfer the right to use the software to any end user who subsequently acquires the right to use the System. agrees to be bound by the terms this license and agrees to pay any applicable fces. 8) RISK OF LOSS. TITLE AND SECURITY INTEREST. Customer assumes the risk of loss to the Systcm from thc Delivery Date. Until the Cash Price is paid in full. Customer will maintain adequate insurance against fire. theft or othcr loss for the System' s full insurable value with Williams named as loss payee. Title in the equipment will pass on full paymcnt of the Cash Price plus all taxcs. The Customer will be responsible for any personal property taxes assessed on any portion of the System. Williams reservcs and Customer grants Williams a security interest in the System in the amount of the Cash Pricc. A copy of this Agreement may bc filed on Williams' behalf at any time after signature by Customer as a financing statcment to perfect Williams' security interest. If requested by Williams. Customer will execute a standard form tinancing statement (LCC-I ). 9) INST ALLA TlO:'oi AND TRAINIl'iG. (a) Williams will install the System at the Premises in accordance with the manufacturer's specifi.;ations. Customer will provide: (i) access. easements and consents necessary to install or service the System; (ii) necessary floor plans. space for the System and accessible wiring locations free of asbestos and other environmental hazards per government rcgulations: (iii) dedicated electric source. circuits. power and isolated ground: (iv) suitable opcrating environment (including isolated ground, air conditioning. humidity. heat and security) pcr manufacturer's specifications which spccifications will be provided to Customer by Williams upon rcquesl: (v) raceway. conduit. holes and wireways: and (vi) a secure room with locks for tempor~ System storage. Williams will removc all litter generated during the work Master Ordering Agreement 12/98 Page 2 of 5